Smart Capital Presentation

1. The Smart Capital Private Securities Exchange ‘THE DOMINANT COMPETITIVE ADVANTAGE’

2. The original corporate form of American capitalism was built on a set of interlocking value creation and risk attenuation mechanisms … resident in the latent authority of shareholders, the independent oversight of the Board and the hands-on operating savvy of senior management. Compromises to the integrity of the original corporate infrastructure have crippled the genius of historical American business performance. Self-evident proof of this reality is well-represented in the near meltdown of the American financial system in 2008. `DOMINANT COMPETITIVE ADVANTAGE’

3. Mission The Mission of the Exchange is the restoration of the proper functioning of the original American corporate form of capitalism – which has been damaged beyond recognition. The Exchange has developed an intervention strategy that reestablishes the value creation and risk attenuation mechanisms necessary to reinvent the modern corporation and reinvigorate American capitalism. ‘THE DOMINANT COMPETITIVE ADVANTAGE’

4. Purpose The Mission of the Exchange is fulfilled by a strategic purpose, viz., the methodical creation of business operations that empowers dominant competitors in their respective marketplaces. To achieve this - dominant competitive advantage – requires the implementation of several elements into their operations. The Purpose of the Exchange is the selection, remediation and forward oversight of companies that are positioned to become the dominant players in their venue. ‘THE DOMINANT COMPETITIVE ADVANTAGE’

5. Differentiators: Portfolio companies must qualify for funding by beingamenable to a transformative makeover in order to manifest the following traits... Exchange specified generic model Value proposition that exploits “gaps” in the marketplace Customized operating infrastructure that can effectively and efficiently deliver the competitive strategy Product/service offering that is overwhelmingly superior to those of competitors Incumbent ownership that is committed to reallocation of equity (cram-down) …leading to a dominant competitive advantage. ~Dominant competitive advantage ~ A portfolio company’s achievement of product/service offerings and support for them, superior to what competitors can offerrelative to the wants and needs of the customer. Empowering portfolio companies to reliably achieve competitive DOMINANCE

6. The Smart Capital Private Securities Exchange ~ A few design features ~ Private diversified debt & equity pool A new innovative trading platform based on intrinsic value pricing rather than auction-supply & demand Proprietary makeover strategy and governance protocols Definitive transparency and accountability mechanisms Empowering portfolio companies to reliably achieve competitive DOMINANCE

7. Two types of investment vehicles Diversified investment pool - $750 million anticipated return 24% - 32% * Ownership of Exchange equity - $50 million 8.0% convertible 10 year bond - putable & callable anticipated return 25% to 40% ** * multiple revenue streams * assuming conversion to equity prior to liquidation Empowering portfolio companies to reliably achieve competitive DOMINANCE

8. ~Alternative asset ~Investment grade asset ~Trading platform – built in exit strategy Capital migration Empowering portfolio companies to reliably achieve competitive DOMINANCE

9. Empowering portfolio companies to reliably achieve competitive DOMINANCE

10. Empowering portfolio companies to reliably achieve competitive DOMINANCE

11. Implications for Stakeholders The methodical creation of firms that are dominant in their space means that reliable revenue growth and earnings growth becomehallmark financial outcomes of each portfolio company. “Dominance” is the ultimate achievement of competitive advantage – dominance confers higher returns without the usual higher risks. Investors with the custodial responsibility for safeguarding and growing other people’s money – has a secret fantasy that someday an investment instrument will be developed that offers higher returns without higher risks. The conceptual basis for that coveted outcome is represented in the designof the transformative selection-remediation-oversight methodology of the Exchange and deployed to the new generation of dominant companies. ‘THE DOMINANT COMPETITIVE ADVANTAGE’

12. The Smart Capital Private Securities Exchange Interested … …Lets Begin Contact: Craig Mulch 973 647 9098 Emailcraig.mulch@scpse.com PPMinquiry@scpse.com ‘THE DOMINANT COMPETITIVE ADVANTAGE’

13. SECTION 2 Conference call outline Empoweringportfolio companies to reliably achieve competitive DOMINANCE

14. Topic Outline Definitive criterion model: Selection-Remediation-Oversight Higher returns without the usual higher risk Branding the American corporate form of capitalism as it was originally designed. Empowering portfolio companies to reliably achieve competitive DOMINANCE

15. Analytical Components of the Exchange’s Transformative Methodology Empoweringportfolio companies to reliably achieve competitive DOMINANCE